SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 31, 2011
Or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-17263
CHAMPIONS ONCOLOGY, INC.
(Exact name of registrant as defined in its charter)
| Delaware | 52-1401755 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| 855 North Wolfe Street, Suite 619 | 21205 | |
| Baltimore, Maryland | (Zip Code) | |
| (Address of principal executive offices) |
(410) 369-0365
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company þ |
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ
The number of Common Shares of the Registrant outstanding as of August 31, 2011 was 46,268,436.
DOCUMENTS INCORPORATED BY REFERENCE - None
INDEX TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2011
| PART I - FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements. | |
| Condensed Consolidated Balance Sheets as of July 31, 2011 (unaudited) and April 30, 2011 | 3 | |
| Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended July 31, 2011 and 2010 | 4 | |
| Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended July 31, 2011 and 2010 | 5 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 6 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 19 |
| Item 4. | Controls and Procedures | 19 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 19 |
| Item 1A. | Risk Factors | 19 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 19 |
| Item 3. | Defaults Upon Senior Securities | 19 |
| Item 4. | Other Information | 19 |
| Item 5. | Exhibits | 20 |
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
CHAMPIONS ONCOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| July 31, | April 30, | |||||||
| 2011 | 2011 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 8,839,000 | $ | 10,457,000 | ||||
| Accounts receivable | 1,236,000 | 585,000 | ||||||
| Grant receivable | 504,000 | 517,000 | ||||||
| Prepaid expenses and other current assets | 341,000 | 276,000 | ||||||
| Total current assets | 10,920,000 | 11,835,000 | ||||||
| Property and equipment, net | 212,000 | 146,000 | ||||||
| Goodwill | 669,000 | 669,000 | ||||||
| Total assets | $ | 11,801,000 | $ | 12,650,000 | ||||
| LIABILITIES, COMMITMENTS AND CONTINGENCIES, | ||||||||
| REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,498,000 | $ | 1,580,000 | ||||
| Accrued liabilities | 264,000 | 302,000 | ||||||
| Deferred revenue | 2,077,000 | 1,618,000 | ||||||
| Total current liabilities | 3,839,000 | 3,500,000 | ||||||
| Warrant liability | 795,000 | 972,000 | ||||||
| Total liabilities | 4,634,000 | 4,472,000 | ||||||
| Commitments and contingencies | - | - | ||||||
| Redeemable common stock; $0.001 par value; 12,533,333 contingently puttable common shares outstanding as of July 31, 2011 and April 30, 2011 | 8,159,000 | 8,159,000 | ||||||
| Stockholders' equity (deficit): | ||||||||
| Preferred stock, $10 par value; 56,075 shares authorized; no shares issued and outstanding as of July 31, 2011 and April 30, 2011 | - | - | ||||||
| Common stock, $.001 par value; 125,000,000 shares authorized, including redeemable common stock, 36,971,667 and 36,956,667 shares issued and 33,930,103 and 33,870,000 shares outstanding as of July 31, 2011 and April 30, 2011, respectively | 37,000 | 37,000 | ||||||
| Treasury stock, at cost, 3,236,000 common shares as of July 31, 2011 and April 30, 2011 | (1,252,000 | ) | (1,252,000 | ) | ||||
| Additional paid-in capital | 18,802,000 | 17,784,000 | ||||||
| Accumulated deficit | (18,519,000 | ) | (16,482,000 | ) | ||||
| Accumulated other comprehensive loss | (60,000 | ) | (68,000 | ) | ||||
| Total stockholders' equity (deficit) | (992,000 | ) | 19,000 | |||||
| Total liabilities, redeemable common stock and stockholders' equity (deficit) | $ | 11,801,000 | $ | 12,650,000 | ||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3
CHAMPIONS ONCOLOGY, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended July 31, | ||||||||
| 2011 | 2010 | |||||||
| Operating revenue: | ||||||||
| Personalized oncology solutions | $ | 601,000 | $ | 1,109,000 | ||||
| Translational oncology solutions | 1,033,000 | 491,000 | ||||||
| Total operating revenue | 1,634,000 | 1,600,000 | ||||||
| Costs and operating expenses: | ||||||||
| Cost of personalized oncology solutions | 483,000 | 324,000 | ||||||
| Cost of translational oncology solutions | 419,000 | 222,000 | ||||||
| Research and development | 541,000 | 919,000 | ||||||
| Sales and marketing | 688,000 | 134,000 | ||||||
| General and administrative | 1,717,000 | 604,000 | ||||||
| Total costs and operating expenses | 3,848,000 | 2,203,000 | ||||||
| Loss from operations | (2,214,000 | ) | (603,000 | ) | ||||
| Other income (expense): | ||||||||
| Change in fair value of warrant liability | 177,000 | - | ||||||
| Other income | - | 12,000 | ||||||
| Total other income | 177,000 | 12,000 | ||||||
| Loss before provision for income taxes | (2,037,000 | ) | (591,000 | ) | ||||
| Provision for income taxes | - | - | ||||||
| Net loss | $ | (2,037,000 | ) | $ | (591,000 | ) | ||
| Net loss per common share outstanding, including redeemable common stock, basic and diluted | $ | (0.04 | ) | $ | (0.02 | ) | ||
| Weighted average common shares outstanding, including redeemable common stock, basic and diluted | 46,420,000 | 33,774,000 | ||||||
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||||||
| Net loss | $ | (2,037,000 | ) | $ | (591,000 | ) | ||
| Foreign currency translation adjustment | 8,000 | 4,000 | ||||||
| Comprehensive loss | $ | (2,029,000 | ) | $ | (587,000 | ) | ||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4
CHAMPIONS ONCOLOGY, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three Months Ended July 31, | ||||||||
| 2011 | 2010 | |||||||
| Operating activities: | ||||||||
| Net loss | $ | (2,037,000 | ) | $ | (591,000 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based compensation expense | 1,014,000 | 170,000 | ||||||
| Depreciation expense | 29,000 | 10,000 | ||||||
| Change in fair value of warrant liability | (177,000 | ) | - | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (651,000 | ) | 13,000 | |||||
| Grant receivable | 13,000 | - | ||||||
| Prepaid expenses, deposits and other | (65,000 | ) | 109,000 | |||||
| Accounts payable | (82,000 | ) | 165,000 | |||||
| Accrued liabilities | (38,000 | ) | 43,000 | |||||
| Deferred revenue | 459,000 | (355,000 | ) | |||||
| Net cash used in operating activities | (1,535,000 | ) | (436,000 | ) | ||||
| Investing activities: | ||||||||
| Purchase of property and equipment | (95,000 | ) | (20,000 | ) | ||||
| Net cash used in investing activities | (95,000 | ) | (20,000 | ) | ||||
| Financing activities: | ||||||||
| Purchase of treasury stock | - | (31,000 | ) | |||||
| Proceeds from exercise of options and warrants | 4,000 | - | ||||||
| Net cash provided by (used in) financing activities | 4,000 | (31,000 | ) | |||||
| Exchange rate effect on cash and cash equivalents | 8,000 | 3,000 | ||||||
| Decrease in cash and cash equivalents | (1,618,000 | ) | (484,000 | ) | ||||
| Cash and cash equivalents, beginning of period | 10,457,000 | 2,572,000 | ||||||
| Cash and cash equivalents, end of period | $ | 8,839,000 | $ | 2,088,000 | ||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
5
CHAMPIONS ONCOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Organization, Use of Estimates and Basis of Presentation
Champions Oncology, Inc. (the “Company”), is a company that is engaged in the development of advanced technology solutions and services to personalize the development and use of oncology drugs. The Company’s Tumorgraft Technology Platform is a novel approach to personalizing cancer care based upon the implantation of human tumors in immune deficient mice. The Company uses this technology to derive revenue for two customer groups: Personalized Oncology Solutions (“POS”), and Translational Oncology Solutions (“TOS”). Personal Oncology Solutions assist physicians in developing personalized treatment options for their cancer patients through access to panels of expert medical professionals and tumor specific data. The Company’s Translational Oncology Solutions offer a technology platform to pharmaceutical and biotechnology companies using proprietary Tumorgraft studies, which have been shown to be predictive of how drugs may perform in clinical settings.
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Biomerk, Inc, Champions Biotechnology U.K., Limited and Champions Oncology (Israel) Ltd., which was established in November 2010. All material intercompany transactions have been eliminated in consolidation. The financial statements of the Company’s foreign subsidiaries, all of which have a functional currency other than the U.S. dollar, have been translated into the U.S. dollar for each period presented. Translation gains and losses are recognized as a component of accumulated other comprehensive loss. The Company is subject to foreign exchange rate fluctuations in connection with the Company’s international operations.
These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). All significant intercompany transactions and accounts have been eliminated. Certain information related to the Company’s organization, significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) has been condensed or omitted. The accounting policies followed in the preparation of these unaudited condensed consolidated financial statements are consistent with those followed in the Company’s annual consolidated financial statements for the year ended April 30, 2011, as filed on Form 10-K. In the opinion of management, these unaudited condensed consolidated financial statements contain all material adjustments necessary to fairly state our financial position, results of operations and cash flows for the periods presented and the presentations and disclosures herein are adequate when read in conjunction with the Company’s Annual Report on Form 10-K for the year ended April 30, 2011. Certain reclassifications have been made to the prior period financial statement amounts to conform to current presentation.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include valuation assumptions used for share-based compensation and warrant liability, expenses related to personalized oncology solutions and the carrying amounts of long-lived assets and deferred taxes.
Basic loss per share is calculated by dividing loss available to common shareholders by the weighted average number of common shares (including redeemable common stock) outstanding for the period. Diluted loss per share is calculated based on the weighted average number of common shares (including redeemable common stock) outstanding for the period, plus the dilutive effect of common stock purchase warrants, stock options and restricted stock units using the treasury stock method. Contingently issuable shares are included in the calculation of basic earnings per share when all contingencies surrounding the issuance of the shares are met and the shares are issued or issuable. Contingently issuable shares are included in the calculation of dilutive earnings per share as of the beginning of the reporting period if, at the end of the reporting period, all contingencies surrounding the issuance of the shares are satisfied or would be satisfied if the end of the reporting period were the end of the contingency period. Due to the net losses for the three months ended July 31, 2011 and 2010, basic and diluted loss per share were the same, as the effect of potentially dilutive securities would have been anti-dilutive.
6
CHAMPIONS ONCOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table reflects the potential weighted average incremental shares of common stock that have been excluded from the computation of diluted loss per common share since their effect would be anti-dilutive.
| Three Months Ended July 31, | ||||||||
| 2011 | 2010 | |||||||
| Stock options | 437,054 | 650,385 | ||||||
| Warrants | 431,668 | 462,273 | ||||||
| Restricted stock | - | 2,974 | ||||||
| Total common stock equivalents | 868,722 | 1,115,632 | ||||||
Note 2. Recently Issued Accounting Pronouncements
In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-05, “Presentation of Comprehensive Income” (“ASU 2011-05”). ASU 2011-05 provides for the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income (“OCI”) either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Regardless of which format is chosen, the amendments establish a requirement for entities to present on the face of the financial statements reclassification adjustments for items that are reclassified from OCI to net income in the statement(s) where the components of net income and the components of OCI are presented. The amendments in ASU 2011-05 are effective, on a retrospective basis, for public entities for interim and annual periods beginning after December 15, 2011. The adoption of this guidance will not have any impact on the Company’s financial position and results of operations.
In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASC 2011-05”). The amendments in ASC 2011-05 were issued in order to align the fair value measurement and disclosure requirements in GAAP and International Financial Reporting Standards. Consequently, the amendments change the wording used to describe many of the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. However, many of the amendments in ASC 2011-05 will not result in a change in the application of the requirements in ASC 820, Fair Value Measurement. The amendments in ASU 2011-04 are effective, on a prospective basis, for public entities for interim and annual periods beginning after December 15, 2011. The adoption of this guidance will not have any impact on the Company’s financial position and results of operations.
During December 2010, the FASB issued ASU No. 2010-28, Intangibles - Goodwill and Other (“ASU 2010-28”). ASU 2010-28 addresses questions about entities with reporting units with zero or negative carrying amounts because some entities concluded that Step 1 of the goodwill impairment test is passed in those circumstances because the fair value of their reporting unit will generally be greater than zero. The amendments in this update do not provide guidance on how to determine the carrying amount or measure the fair value of the reporting unit. The amendments in this update modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. This update was effective for fiscal years beginning after December 15, 2010. The Company does not anticipate that the adoption of this standard will have a material impact on the Company’s financial position and results of operations. The Company tests for goodwill impairment annually during its fourth quarter, or more frequently if circumstances indicate potential impairment.
Note 3. Property and Equipment
Property and equipment is recorded at cost and consists of laboratory equipment, furniture and fixtures, and computer hardware and software. Depreciation is calculated on a straight-line basis over the estimated useful lives of the various assets ranging from three to seven years. Property and equipment consisted of the following:
7
CHAMPIONS ONCOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| July 31, | April 30, | |||||||
| 2011 | 2011 | |||||||
| (unaudited) | ||||||||
| Furniture and fixtures | $ | 44,000 | $ | 10,000 | ||||
| Computer equipment and software | 167,000 | 119,000 | ||||||
| Laboratory equipment | 67,000 | 56,000 | ||||||
| Leasehold improvements | 2,000 | 2,000 | ||||||
| Software in-progress | 26,000 | 24,000 | ||||||
| Total property and equipment | 306,000 | 211,000 | ||||||
| Less: Accumulated depreciation | (94,000 | ) | (65,000 | ) | ||||
| Property and equipment, net | $ | 212,000 | $ | 146,000 | ||||
Depreciation expense was $29,000 and $10,000 for the three months ended July 31, 2011 and 2010, respectively.
Note 4. Share-Based Payments
The Company has in place a 2010 Equity Incentive Plan, a 2008 Equity Incentive Plan and a Director Compensation Plan of 2010, all of which are described in more detail in the Company’s Annual Report on Form 10-K for the year ended April 30, 2011. In general, these plans provide for stock-based compensation in the form (i) Non-statutory Stock Options; (ii) Restricted Stock Awards; and (iii) Stock Appreciation Rights to the Company’s employees, directors and non-employees. The plans also provide for limits on the aggregate number of shares that may be granted, the term of grants and the strike price of option awards.
Stock-based compensation in the amount of $1,014,000 and $170,000 was recognized for the three months ended July 31, 2011 and 2010, respectively. Stock-based compensation expense was recognized as follows:
| Three Months Ended July 31, | ||||||||
| 2011 | 2010 | |||||||
| General and administrative | $ | 916,000 | $ | 140,000 | ||||
| Sales and marketing | 74,000 | 8,000 | ||||||
| Research and development | 24,000 | 22,000 | ||||||
| Total stock-based compensation expense | $ | 1,014,000 | $ | 170,000 | ||||
Stock Option Grants
Black-Scholes assumptions used to calculate the fair value of options granted during the three months ended July 31, 2011 and 2010 were as follows:
| Three Months Ended July 31, | ||||||||
| 2011 | 2010 | |||||||
| Expected term in years | 5.75 | 6.0 | ||||||
| Risk-free interest rates | 1.9% - 2.2 | % | 2.0 | % | ||||
| Volatility | 107.1% - 107.3 | % | 104 | % | ||||
| Dividend yield | 0 | % | 0 | % | ||||
The weighted average fair value of stock options granted during the three months ended July 31, 2011 and 2010 was $0.74 and $0.75, respectively. The Company’s stock options activity for the three months ended July 31, 2011 is as follows:
8
CHAMPIONS ONCOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
| Weighted | ||||||||||||||||||||||||
| Weighted | Average | |||||||||||||||||||||||
| Directors | Average | Remaining | Aggregate | |||||||||||||||||||||
| Non- | and | Exercise | Contractual | Intrinsic | ||||||||||||||||||||
| Employees | Employees | Total | Price | Life (Years) | Value | |||||||||||||||||||
| Outstanding, May 1, 2011 | 1,610,000 | 12,710,948 | 14,320,948 | $ | 0.88 | 8.44 | ||||||||||||||||||
| Granted | - | 245,000 | 245,000 | 0.92 | ||||||||||||||||||||
| Exercised | - | - | - | |||||||||||||||||||||
| Forfeited | - | (50,000 | ) | (50,000 | ) | |||||||||||||||||||
| Expired | - | - | - | |||||||||||||||||||||
| Change in employee status | - | - | - | |||||||||||||||||||||
| Outstanding, July 31, 2011 | 1,610,000 | 12,905,948 | 14,515,948 | 0.88 | 8.13 | $ | 653,643 | |||||||||||||||||
| Vested and expected to vest as of July 31, 2011 | 1,610,000 | 12,879,281 | 14,489,281 | 0.88 | 8.13 | 652,310 | ||||||||||||||||||
| Exercisable as of July 31, 2011 | 1,533,333 | 3,859,250 | 5,392,583 | 0.86 | 6.33 | 442,526 | ||||||||||||||||||
Restricted Stock Grants
A summary of the activity related to restricted stock grants is as follows:
| Weighted | ||||||||
| Average | ||||||||
| Grant | ||||||||
| Date Fair | ||||||||
| Total | Value Per | |||||||
| Shares | Share | |||||||
| Nonvested as of May 1, 2011 | 100,000 | $ | 0.90 | |||||
| Granted | - | |||||||
| Vested | 50,000 | 0.90 | ||||||
| Forfeited | - | |||||||
| Nonvested as of July 31, 2011 | 50,000 | 0.90 | ||||||
The aggregate fair value of shares vested during the three months ended July 31, 2011 was $43,000.
Stock Purchase Warrants
As of July 31, 2011, the Company has warrants outstanding for the purchase of 1,897,019 shares of its common stock, all of which are exercisable. Of these warrants, 1,266,667 were issued in connection with the April 2011 financing arrangement and are accounted for as liabilities as further discussed in Note 5. 15,000 warrants were exercised on July 11, 2011. As of July 31, 2011, the weighted average exercise price of these warrants was $0.73 and the weighted average contractual life was 3.46 years.
Note 5. Redeemable Common Stock and Stock Purchase Warrant
On March 24, 2011, the Company entered into a Securities Purchase Agreement with several accredited investors for the sale to the investors of an aggregate 12,533,333 shares of the Company’s Common Stock at a purchase price of $0.75 per share, or an aggregate of $9,400,000, of which, $500,000 was sold to officers and directors of the Company. As part of this transaction, the Company also issued warrants to purchase an aggregate 1,266,667 shares of Common Stock at an exercise price of $0.90 per share. These warrants expire five years after the closing date, which occurred on April 4, 2011. The Securities Purchase Agreement contains certain anti-dilution protections for the investors and certain registration rights with respect to the shares of Common Stock issued to the investors. Furthermore, investors will have the right to require the Company to redeem the purchased common shares held by such investors (the “Put Option”) for cash for $0.75 per share upon a change of control or sale of substantially all of the company’s assets. The Put Option will terminate upon the achievement of certain financial milestones by the Company, the sale of 25% of the common shares purchased by an investor, with respect only to the shares owned by such investor, or in certain other circumstances as outlined in the Securities Purchase Agreement.
9
CHAMPIONS ONCOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The warrants issued in connection with the Securities Purchase Agreement contain certain exercise price reset provisions. Under these provisions, the exercise price of the warrants may be adjusted downward should the Company have future sales of its Common Stock for no consideration or for a consideration per share less than the Per Share Price (as such term is defined in the Securities Purchase Agreement).
The Company has granted demand registration rights in connection with the investment in common shares and the common shares underlying the warrants. These rights include the requirement of the Company to file certain registration statements within a specified time period and to have these registration statements declared effective within a specified time period. If the Company is not able to comply with these registration requirements, the Company will be required to pay cash penalties equal to 1.0% of the aggregate Purchase Price paid by the investors for each 30-day period in which a Registration Default, as defined in the Securities Purchase Agreement, exists. The Company may become subject to these penalty provisions if it fails to have a registration statement for the common shares declared effective, or to maintain the effectiveness of such registration statement. The total amount of potential penalties under this registration payment arrangement is $41,000 for each 30-day period in which a registration default exists; however, as of the date of this filing, the Company does not believe these penalties to be probable and accordingly, has not established an accrual for such registration payment arrangements.
The Company has accounted for the warrants issued in connection with the Securities Purchase Agreement as liabilities based on the exercise price reset provisions described above. This liability, which is recorded at fair value on the accompanying unaudited condensed consolidated balance sheets, totaled $936,000 at the time of the close of the Securities Purchase Agreement. As of April 30, 2011, the fair value of these warrants increased $36,000 to $972,000. During the quarter ended July 31, 2011, the fair value of these warrants decreased by $177,000 to $794,000. The change in fair value of these warrants has been, and will be, recognized as other income (expense) on the Company’s unaudited condensed consolidated Statements of Operations. The fair value of these warrants was calculated by the Monte Carlo simulation valuation method. Assumptions used to calculate the fair value of these warrants were as follows:
| July 31, | April 30, | |||||||
| 2011 | 2011 | |||||||
| Expected term in years | 4.7 | 5.0 | ||||||
| Risk-free interest rates | 1.4 | % | 2.0 | % | ||||
| Volatility | 103 | % | 102 | % | ||||
| Dividend yield | 0 | % | 0 | % | ||||
The Company will continue to adjust the warrant liability for changes in fair value until the earlier of the exercise of the warrants, at which time the liability will be reclassified to stockholders' equity, or expiration of the warrants.
Due to the Put Option described above, the Company has accounted for Common Stock issued under the Securities Purchase Agreement as temporary equity, which is reflected under the caption “Redeemable common stock” on the accompanying Condensed Consolidated Balance Sheets. The total amount allocated to these common shares was $8,159,000. This allocation is equal to the total proceeds of $9,400,000, less the amount allocated to the warrants of $936,000 and is also net of direct and incremental costs associated with the Securities Purchase Agreement of $305,000.
Note 6. Related Party Transactions
Related party transactions include transactions between the Company and certain of its shareholders, management and affiliates. The following transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the parties.
10
CHAMPIONS ONCOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Consulting Services
During the three months ended July 31, 2011 and 2010, the Company paid one of its directors and former Chief Executive Officer, $18,000 and $15,000, respectively, in consulting fees. During the three months ended July 31, 2011 and 2010, the Company paid certain members of its Board of Directors $16,000 and $10,000, respectively, for consulting services unrelated to their duties as board members. The Company incurred $4,000 in expenses for the three months ended July 31, 2011 from a substantial stockholder of the Company for consulting fees. $2,000 was payable to this stockholder as of July 31, 2011. As of the date of this filing, the Company has satisfied this obligation. No such expenses were incurred for the three months ended July 31, 2010.
Revenue
During the three months ended July 31, 2011, the Company recognized $20,000 in revenues from companies whose board members were also members of the Company’s Board of Directors. These revenues are still receivable as of the date of this filing. No such revenues were incurred for the three months ended July 31, 2010.
Note 7. Commitments and Contingencies
Operating Leases
As of July 31, 2011, the Company leases office and laboratory space under a non-cancelable operating lease in Baltimore, Maryland, which expires in April 2014, office space under a non-cancelable operating lease in Ra’anana, Israel, which expires in July 2012, and office space in Hackensack, New Jersey under a non-cancellable operating lease, which expires in 2014. Rent expense under all lease agreements was approximately $36,700 and $14,200 for the three months ended July 31, 2011 and 2010, respectively.
Research and Development Materials Purchase Agreement
In February 2010, the Company entered into a research and development materials purchase agreement with a foreign hospital for the acquisition of Tumorgrafts. Under the agreement, the Company makes monthly payments to the foreign hospital of approximately $37,000 for 18 months, commencing March 1, 2010. Future payments due under the agreement total $144,000 at July 31, 2011 and are due during the remainder of the fiscal year ending April 30, 2012.
Legal Matters
The Company is party to certain legal matters arising in the ordinary course of its business. The Company has evaluated its potential exposure to these legal matters, and has concluded that there were no reasonably possible or probable liabilities at July 31, 2011 and April 30, 2011. The Company is not aware of any other matters that would have a material impact on the Company’s financial position or results of operations.
Registration Payment Arrangements
The Company has entered into registration rights agreements in connection with a private placement of its securities, which closed during April 2011 and is discussed more fully in Note 5. This registration rights agreement contains provisions that may call for the Company to pay penalties in certain circumstances. This registration payment arrangement primarily relates to the Company’s ability to file a registration statement within a particular time period, have a registration statement declared effective within a particular time period and to maintain the effectiveness of the registration statement for a particular time period. The Company does not believe it is probable that penalty payments will be made for the registration rights agreement discussed above and, accordingly, has not accrued for such potential penalties as of July 31, 2011.
Note 8. Licensing Agreements
During fiscal 2011, the Company was a party to several different licensing agreements, all of which are described in more detail in the Company’s Annual Report on Form 10-K for the year ended April 30, 2011. During April 2011, the Company terminated all of these licensing agreements with the exception of the Liposome Option Agreement, which is described further below. All rights related to all other licensing agreements that were terminated during April 2011 were returned to the underlying companies and no amounts were due under these other agreements as of April 30, 2011.
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CHAMPIONS ONCOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
In February 2010, the Company entered into an exclusive option agreement with a Canadian company for which it paid and expensed $40,000 during the Company’s fiscal 2010 year. The option agreement granted the Company the exclusive right to review Irinophore C, a nanoparticle drug compound, for the treatment of various forms of cancer, including melanoma, prostate, breast and lung cancer through April 2011. During the option year, the Company performed various tumorgraft testing on the nanoparticle compound. In March 2011, the Company exercised its option to license Irinophore C, a liposomal formulation of Irinotecan. Under the terms of the agreement, the company’s exercise of the option resulted in amounts due to the Canadian company of $85,000 comprised of the option exercise price and reimbursement to the Canadian company for past patent costs, which is recorded as a liability as of July 31, 2011 and April 30, 2011. As of the date of this filing, the Company has satisfied this obligation. Under the terms of the license agreement, the Company will be required to pay up to $3 million in development milestones. Upon commercialization, the Company would also be required to make royalty payments and sales milestone based upon revenues. Commencing with the second anniversary of the agreement (March 2013), the Company will be obligated to pay a minimum annual royalty of $10,000 (Canadian).
Note 9. Cephalon Agreement
On March 16, 2011, the Company entered into an agreement with Cephalon, Inc., (“Cephalon”), pursuant to which the Company will conduct low Tumorgraft studies on proprietary chemical compounds provided by Cephalon to determine the activity or response of a compound in potential clinical indications. In April 2011, Cephalon paid an initiation fee of $1,390,000 to the Company which is reflected within deferred revenue on the Condensed Consolidated Balance Sheets as of July 31, 2011 and April 30, 2011. The Company anticipates that the studies will be completed within 12 months of the execution of the agreement. As models, along with required reports, are delivered, the deferred revenue will be recognized on a proportionate basis in accordance with the Company’s revenue recognition policies. No revenue was recognized in the quarter ended July 31, 2011, as no models were delivered. The Company expects the models will begin being delivered in the second quarter of our fiscal year ending April 30, 2012. Cephalon will, under certain conditions, also pay the Company various amounts upon achieving certain milestones. Potential milestone payments under the Agreement total $27 million. In addition, under certain conditions, Cephalon will pay the Company royalties on any commercialized products developed under the Agreement.
Note 10. Supplemental Cash Flow Information
There was no cash paid for interest or income taxes during the three months ended July 31, 2011 and 2010.
Note 11. Grant Income
On October 29, 2010, the Company was notified that it was awarded total cash grants of approximately $1.5 million under the Qualifying Therapeutic Discovery Project program administered under section 48D of the Internal Revenue Code, of which approximately $1.0 million related to qualifying expenses the Company had previously incurred during fiscal 2010 and $0.5 million related to qualifying expenses which the Company expected to incur during fiscal 2011. In November 2010, the Company received approximately $1.0 million and expects to receive $0.5 million related to the 2011 expenditures during the Company’s fiscal year. To date, the $0.5 million has not been received.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our historical results of operations and our liquidity and capital resources should be read in conjunction with the condensed consolidated financial statements and related notes that appear elsewhere in this report.
Forward-Looking Statements
This Quarterly Report on Form 10-Q, including Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains certain “forward-looking statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation, and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new programs; expectations that regulatory developments or other matters will not have a material adverse effect on our financial position, results of operations, or liquidity; statements concerning projections, predictions, expectations, estimates, or forecasts as to our business, financial and operational results, and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in future tense, identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.
Forward-looking statements speak only as of the date the statements are made. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those described in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended April 30, 2011, as updated in our subsequent reports filed with the SEC, including any updates found in Part II, Item 1A of this or other reports on Form 10-Q. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Overview and Recent Developments
As explained in Item 1, “Business” of our Form 10-K for the year ended April 30, 2011, our operations have recently been refocused to emphasize our Personalized Oncology Solutions (POS) and Translational Oncology Solutions (TOS) lines of business. We also plan to continue our research and development efforts to expand our Tumorgraft Technology Platform in order to expand our TOS program.
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CHAMPIONS ONCOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Operating Results
The following table summarizes our operating results for the periods presented below:
| For the Three Months Ended July 31, | ||||||||||||||||||||
| % of | % of | % | ||||||||||||||||||
| 2011 | Revenue | 2010 | Revenue | Change | ||||||||||||||||
| Operating revenue: | ||||||||||||||||||||
| Personalized oncology solutions | $ | 601,000 | 36.8 | % | $ | 1,109,000 | 69.3 | % | (45.8 | )% | ||||||||||
| Translational oncology solutions | 1,033,000 | 63.2 | 491,000 | 30.7 | 110.4 | |||||||||||||||
| Total operating revenue | 1,634,000 | 100.0 | 1,600,000 | 100.0 | 2.1 | |||||||||||||||
| Costs and operating expenses: | ||||||||||||||||||||
| Cost of personalized oncology solutions | 483,000 | 29.6 | 324,000 | 20.3 | 49.1 | |||||||||||||||
| Cost of translational oncology solutions | 419,000 | 25.6 | 222,000 | 13.9 | 88.7 | |||||||||||||||
| Research and development | 541,000 | 33.1 | 919,000 | 57.4 | (41.1 | ) | ||||||||||||||
| Sales and marketing | 688,000 | 42.1 | 134,000 | 8.4 | 413.4 | |||||||||||||||
| General and administrative | 1,717,000 | 105.1 | 604,000 | 37.8 | 184.3 | |||||||||||||||
| Total costs and operating expenses | 3,848,000 | 235.5 | 2,203,000 | 137.7 | 74.7 | |||||||||||||||
| Operating loss | $ | (2,214,000 | ) | (135.5 | )% | $ | (603,000 | ) | (37.7 | )% | 267.2 | |||||||||
Operating Revenues
Operating revenues were $1.6 million for each of the three month periods ended July 31, 2011 and 2010.
Personalized oncology solutions revenues were $0.6 million and $1.1 million for the three months ended July 31, 2011 and 2010, respectively, a decrease of $0.5 million, or 46%. This decrease was the result of the Company’s strategic decision to re-engineer its products to facilitate lower price points which are expected to result in higher volumes. During the quarter, the Company did generate significantly higher volumes, but these were not yet sufficient to overcome the impact of the price decreases. These decreases were partially offset by an increase in gene sequencing revenue over the prior year first quarter.
Translational oncology solutions revenues were $1.0 million and $0.5 million for the three months ended July 31, 2011 and 2010, respectively, an increase of $0.5 million or 110%. The increase in TOS revenues was due primarily to an increase in the number of contracts over the prior year first quarter, driven by the Company’s increased sales efforts.
Cost of Personalized Oncology Solutions
Cost of POS for the three months ended July 31, 2011 and 2010 was $0.5 million and $0.3 million, respectively, an increase of $0.2 million, or 49%. For the three months ended July 31, 2011 and 2010, gross margins for POS were 20% and 71%, respectively. The decrease in gross margin was due to declines in pricing.
Cost of Translational Oncology Solutions
Cost of TOS for the three months ended July 31, 2011 and 2010 was $0.4 million and $0.2 million, respectively, an increase of $0.2 million, or 89%. The increase in costs was due to the increased volume of TOS business. For the three months ended July 31, 2011 and 2010, gross margins for TOS were 59% and 55%, respectively.
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CHAMPIONS ONCOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Research and Development
Research and development expenses for the three months ended July 31, 2011 and 2010 were $0.5 million and $0.9 million, respectively, a decrease of $0.4 million, or 41%. The decrease from prior year first quarter was primarily related to lower spending on our technology platform and tumorgraft testing on the in-licensed compounds.
Sales and Marketing
Sales and marketing expenses for the three months ended July 31, 2011 and 2010 were $0.7 million and $0.1 million, respectively, an increase of $0.6 million, or 413%. The increase is primarily related to the increase in Company sales force personnel and increased marketing and promotional expenses.
General and Administrative
General and administrative expenses for the three months ended July 31, 2011 and 2010 were $1.7 million and $0.6 million, respectively, an increase of $1.1 million, or 184%. The increase is primarily related to an increase in stock-based compensation and an increase in Company personnel due to growth.
Other Income (Expense)
Other income for the three months ended July 31, 2011 and 2010 was $177,000 and $12,000 respectively, an increase of $165,000. During the three months ended July 31, 2011, the Company recognized income of $177,000 for the change in fair value of warrants that are accounted for as liabilities and are described further below and in Note 5 to the accompanying unaudited condensed consolidated financial statements. The Company will continue to adjust the warrant liability for changes in fair value until the earlier of the exercise of the warrants, at which time the liability will be reclassified to stockholders' equity, or expiration of the warrants. This change in fair value of warrant liability was a result of revaluing the warrant liability based on the Monte Carlo simulation valuation model, impacted primarily by the quoted price of the Company's common stock. The revaluation of the warrant liability has no impact on our cash balances.
Liquidity and Capital Resources
Our liquidity needs have typically arisen from the funding of our research and development programs and the launch of new products, working capital requirements and other strategic initiatives. In the past, we have met these cash requirements through our cash and cash equivalents, working capital management and proceeds from certain private placements of our securities. As of July 31, 2011, we had working capital of $7.1 million and cash and cash equivalents of $8.8 million. We believe that our cash and cash equivalents on hand at July 31, 2011 are adequate to fund operations for at least the next twelve months.
On March 24, 2011, we entered into a Securities Purchase Agreement with several accredited investors for the sale to the investors of an aggregate 12,533,333 shares of the Company’s common stock at a purchase price of $0.75 per share, or an aggregate of $9,400,000, of which, $500,000 was sold to officers and directors of the Company. As part of this transaction, we issued warrants to purchase an aggregate 1,010,000 shares of common stock at an exercise price of $0.90 per share. These warrants expire five years after the closing date, which occurred on April 4, 2011. The Securities Purchase Agreement contains certain anti-dilution protections for the investors and certain registration rights with respect to the shares of common stock issued to the investors. Furthermore, investors will have the right to require the Company to repurchase the purchased common shares held (the “Put Option”) for cash for $0.75 per share upon a change of control or sale of substantially all of the company’s assets. The Put Option will terminate upon the achievement of certain financial milestones by the Company, the sale of 25% of the common shares purchased by an investor, with respect only to the shares owned by such investor, or in certain other circumstances as outlined in the Securities Purchase Agreement.
The warrants issued in connection with the Securities Purchase Agreement contain certain exercise price reset provisions. Under these provisions, the exercise price of the warrants may be adjusted downward should the Company have future sales of its common stock for no consideration or for a consideration per share less than the Per Share Price (as such term is defined in the Securities Purchase Agreement).
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CHAMPIONS ONCOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The Company has accounted for the warrants issued in connection with the Securities Purchase Agreement as liabilities based on the exercise price reset provisions described above. This liability, which is recorded at fair value on the accompanying Condensed Consolidated Balance Sheets, totaled $746,000 at the time of the close of the Securities Purchase Agreement. As of April 30, 2011, the fair value of these warrants increased $36,000 to $782,000. During the quarter ended July 31, 2011, the fair value of these warrants decreased by $177,000 to $794,000. The change in fair value of these warrants has been, and will be, recognized as other income (expense) on the Company’s Statement of Operations. The fair value of these warrants was calculated by the Monte Carlo simulation valuation method. The Company will continue to adjust the warrant liability for changes in fair value until the earlier of the exercise of the warrants, at which time the liability will be reclassified to stockholders' equity, or expiration of the warrants. Changes in the liability from period to period are recorded in the statements of operations under the caption "Change in fair value of warrants."
Due to the Put Option described above, the Company has accounted for the Common Stock issued under the Securities Purchase Agreement as temporary equity, which is reflected under the caption “Redeemable common stock” on the consolidated balance sheet, at April 30, 2011 included in Item 15. The total amount allocated to these common shares was $8,159,000. This allocation is equal to the total proceeds of $9,400,000, less the amount allocated to the warrants of $936,000 and is net of direct and incremental costs associated with the Securities Purchase Agreement of $305,000.
If we require additional cash, there can be no assurance that management will be successful in raising additional capital on terms acceptable to us, if at all. Our ability to successfully complete a raise of capital will depend on the conditions of the capital markets and our financial condition and prospects. Even if we are able to successfully raise additional capital, such capital could be in the form of debt and could be at high interest rates and/or require us to comply with restrictive covenants that limit financial and business activities. In addition, even if we are able to successfully raise equity capital, this could dilute the interest of existing shareholders and/or be issued with preferential liquidation, dividend or voting rights to those currently held by our common stockholders.
Cash Flows
The following discussion relates to the major components of our cash flows:
Cash Flows from Operating Activities
Net cash used in operating activities was $1.5 million and $0.4 million for the three months ended July 31, 2011 and 2010, respectively. The increase of $1.1 million cash used in operations relates to the net loss and the increase in accounts receivable, offset primarily by an increase in stock-based compensation expense.
Cash Flows from Investing Activities
Net cash used in investing activities was $95,000 and $20,000 for the three months ended July 31, 2011 and 2010, respectively. Cash used for the quarter ended July 31, 2011 relates to the purchase of property and equipment.
Cash Flows from Financing Activities
Net cash provided by financing activities was $4,000 for the three months ended July 31, 2011, due to the exercise of 15,000 warrants. Net cash used in financing activities were $31,000 for the three months ended July 31, 2010, due to the purchase of treasury stock.
Critical Accounting Estimates and Policies
We believe that of our significant accounting policies, the following may involve a higher degree of judgment and complexity:
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CHAMPIONS ONCOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
General
Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of the consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. These areas include carrying amounts of long-lived assets and deferred taxes. We base our estimates on historical experience, our observance of trends in particular areas and information or valuations and various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Actual amounts could differ significantly from amounts previously estimated.
Revenue Recognition
We derive revenue from POS and TOS. Personalized oncology solutions assist physicians by providing information that may enhance personalized treatment options for their cancer patients through access to expert medical information panels and tumor specific data. Translational oncology solutions offer a preclinical tumorgraft platform to pharmaceutical and biotechnology companies using proprietary Tumorgraft studies, which have been shown to be predictive of how drugs may perform in clinical settings. We recognize revenue when the following four basic criteria are met: (i) a contract has been entered into with our customers; (ii) delivery has occurred or services have been rendered to our customers; (iii) the fee charged is fixed and determinable as noted in the contract; and (iv) collectability is reasonably assured, as fees for services are remitted in full upon execution of the contract. We utilize a proportional performance revenue recognition model for its translational oncology solutions under which we recognize revenue as performance occurs, based on the relative outputs of the performance that have occurred up to that point in time under the respective agreement, typically the delivery of reports to our customers documenting the results of our testing protocols.
When a personalized oncology solution or translational oncology solution arrangement involves multiple elements, the items included in the arrangement (deliverables) are evaluated to determine whether they represent separate units of accounting. We perform this evaluation at the inception of an arrangement and as each item in the arrangement is delivered. Generally, we account for a deliverable (or a group of deliverables) separately if: (i) the delivered item(s) has standalone value to the customer, (ii) if we have given the customer a general right of return relative to the delivered item(s), and (iii) delivery or performance of the undelivered item(s) or service(s) is probable and substantially in our control. Revenue on multiple element arrangements is recognized using a proportional method for each separately identified element. All revenue from contracts determined not to have separate units of accounting is recognized based on consideration of the most substantive delivery factor of all the elements in the contract or if there is no predominant deliverable upon delivery of the final element of the arrangement.
Share-Based Payments
We typically recognize expense for share-based payments based on the fair value of awards on the date of grant. We use the Black-Scholes option pricing model to estimate fair value. The option pricing model requires us to estimate certain key assumptions such as expected life, volatility, risk free interest rates, and dividend yield to determine the fair value of share-based awards. These assumptions are based on historical information and management judgment. We expense share-based payments over the period that the awards are expected to vest, net of estimated forfeitures. If the actual forfeitures differ from management’s estimates, compensation expense is adjusted. We report cash flows resulting from tax deductions in excess of the compensation cost recognized from those options (excess tax benefits) as financing cash flows.
Warrant Liability
Warrant liability represents the fair value of warrants issued in connection with the Securities Purchase Agreement as liabilities based on the certain exercise price reset provisions. The liability, which is recorded at fair value on the accompanying consolidated balance sheet, is calculated by the Monte Carlo simulation valuation method. The change in fair value of these warrants is recognized as other expense in the consolidated statement of operations.
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CHAMPIONS ONCOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Research and Development
Research and development costs represent costs incurred internally for research and development activities, costs of licensing drug compounds as well as costs incurred externally to fund research activities. All research and development costs are expensed as incurred. Non-refundable advance payments are capitalized and recorded as expense when the respective product or services are delivered.
Recently Issued Accounting Pronouncements
See Note 2 of our Notes to Unaudited Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q.
Off-Balance Sheet Financing
We have no off-balance sheet debt or similar obligations. We have no transactions or obligations with related parties that are not disclosed, consolidated into or reflected in our reported results of operations or financial position. We do not guarantee any third-party debt.
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CHAMPIONS ONCOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
It is management’s responsibility to establish and maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”). Our management, with the participation of our Chief Executive Officer and our Acting Principal Financial Officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of a date within ninety (90) days of the filing date of this Form 10-Q quarterly report. Based on that evaluation, our management, including our Chief Executive Officer and our Acting Principal Financial Officer, have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Form 10-Q at the reasonable assurance level in ensuring that information required to be disclosed in the reports that we file or submit under the Securities Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including our Chief Executive Officer and our Acting Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
From time to time we are involved in litigation incidental to the conduct of our business. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position or results of operations.
Item 1A. Risk Factors
There have been no material changes in risk factors previously disclosed in our Form 10-K for the year ended April 30, 2011.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Other Information
None.
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CHAMPIONS ONCOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Item 5. Exhibits
| No. | Exhibit | |
| 31.1 | 8650 Section 302 Certification of Chief Executive Officer | |
| 31.2 | 8650 Section 302 Certification of Chief Financial Officer | |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 99.1 | Press Release dated September 13, 2011 | |
| 101 | Interactive data files providing financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2011 in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Balance Sheets, July 31, 2011 and April 30, 2011, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended July 31, 2011 and 2010, (iii) Condensed Consolidated Statements of Cash Flows for the three months ended July 31, 2011 and 2010, and (v) Notes to Consolidated Financial Statements |
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CHAMPIONS ONCOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CHAMPIONS ONCOLOGY, INC. | ||
| (Registrant) | ||
| Date: September 13, 2011 | By: | /s/ Joel Ackerman |
| Joel Ackerman | ||
| Chief Executive Officer and | ||
| Acting Chief Financial Officer | ||
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